重大长期协议条款

港股IPO招股书披露先例 · 116 家公司,117 项

重大长期协议指申请人与主要客户或供应商订立的长期性合同安排,通常涉及最低采购或销量承诺、产能或舱位保证、独家分销或优先供应权、定价与终止机制及未达量补偿等条款。招股书一般于概要、风险因素、业务及财务资料章节披露协议期限、各方主要义务及履约情况,申请人多从保障供应或需求稳定、符合行业惯例等角度说明其商业合理性,或引述法律意见说明未足额履行被追索的风险,并通过股权投资、背靠背安排等方式巩固合作关系。

2026-06-30Application Proof
科郦有限公司COREE Company Limited

与供应商订立三至五年长期供应协议

We enter into long-term supply agreements with our suppliers in connection with our promotion and distribution of their products nationwide or across broader geographic regions, and to secure stable procurement of finished pharmaceutical products within our core product portfolio.

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These agreements, typically spanning three to five years, focus on products with strong market competitiveness, such as those in high demand with limited competition or those that are imported and original.

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Generally, each agreement sets out annual purchase volumes, pricing, delivery schedules and incentives for excess purchases. Payment terms generally require a 50% advance payment upon order placement, with the remaining 50% due upon completion of production and delivery.

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公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-30Application Proof
阿维塔科技(重庆)股份有限公司AVATR Technology (Chongqing) Company Limited

与长安的制造及供应协议含独家供应安排

We have maintained such contractual arrangements since July 2021 for each of our mass-produced vehicle models, which can be extended by both parties in writing.

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We enjoy the exclusive supplies of contract products and components.

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公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-30Application Proof
北京硅基流动科技股份有限公司Beijing SiliconFlow Technology Co., Ltd.

往绩后订立60个月算力服务协议

In June 2026, we entered into a 60-month computing power service agreement, pursuant to which we lease computing resources with related networking, deployment, operation and maintenance and support services, enhancing the stability and flexibility of our access to computing resources.

Summary · 第 18 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-26Application Proof
大秦数字能源技术股份有限公司Dyness Digital Energy Technology Co., Ltd.

2025年起订立含销售目标及调价条款的分销协议

Partly as a response to our gross loss attributable to certain legacy inventory as detailed in “Financial Information — Our Gross Loss in 2024,” we began formalizing these arrangements by entering into standard distribution agreements with our distributors starting in 2025.

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As of December 31, 2025, we had entered into distribution agreements with 68 distributors in aggregate whose sales in aggregate generated approximately RMB1,199.1 million, representing approximately 47.5% of our total revenue in 2025, and we are continuing to enter into such agreements with more distributors.

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For certain distributors, the Company may adjust purchase prices with at least one month’s prior notice in response to changes in raw material costs, market conditions or prevailing market price trends.

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公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-25Application Proof

与最大两家客户订有长期框架协议

We have maintained a strong and successful partnership with Customer A for approximately 12 years since 2013 and with Customer B for approximately 14 years since 2011.

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Our collaborations with Customer A and Customer B are both governed by long-term framework agreements. These framework contracts establish the foundational scope, terms, and quality standards for our contract manufacturing services.

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These agreements are generally non-exclusive with no minimum purchase obligations.

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公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-23Application Proof
无锡东恒新能源科技股份有限公司Wuxi Dongheng New Energy Technology Co., Ltd.

2025年与最大客户订立三年期合作框架协议

In recognition of the strategic importance of our products to its supply chain and future technology roadmap, Customer A entered into an cooperation agreement with us in 2025 to secure a stable supply of our high-performance conductive carbon material products.

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- Term: The agreement is valid for a period of three years unless either party provides written notice of termination.

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- Pricing: Customer A may request quotations from time to time, and we are generally required to provide quotations within the timeframe specified by Customer A.

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公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-17Prospectus

与AKR的长期柴油采购协议

To secure stable diesel supply, subsidiaries of the Company have entered into various forward purchase agreements for high speed diesel (HSD) with PT AKR Corporindo Tbk starting from 1 November 2022 to 31 October 2027 or 31 May 2032, as applicable, for the Group’s mining operations.

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To further enhance supply security, the Company is in the process of constructing an additional fuel storage tank, expected to be completed in 2H2026.

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Given that diesel cost accounts for approximately 2-4% of total AISC over LOM, the recent fluctuation in diesel price is not expected to have significant negative impact on the Company’s financial performance and profitability.

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公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-16Application Proof

与核心供应商的长期供应协议

To ensure a stable supply of certain critical raw materials, we have entered into a long-term supply agreement with one core supplier.

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If we fail to purchase the agreed quantities, we may be required to pay for the agreed quantities that are not purchased, provided that the supplier has made such products available for purchase.

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In return, the supplier agrees to reserve certain production capacity and maintain agreed pricing during the term of the agreement.

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公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-16Application Proof

海外通信项目合同含最低服务费及多年期安排

- minimum service fee or guaranteed payment arrangements, pursuant to which our local partner is required to pay a minimum agreed amount during specified periods regardless of actual service usage, subject to contractual conditions;

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- long-term technical support or cooperation commitments, which may include ongoing system maintenance, product upgrades and collaborative development efforts during the agreed cooperation term.

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Given the strategic and long-term nature of such projects, the contractual terms are negotiated on a case-by-case basis.

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公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-16Application Proof
深圳库博能源股份有限公司Shenzhen Cubenergy Co., Ltd.

与欧洲客户订立三年最低采购伙伴协议

During the Track Record Period, we entered into a three-year partnership agreement with a Europe-based customer for exclusive and non-exclusive sales of BESS products and solutions in specified European countries, which includes annual minimum purchase commitments of the customer.

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The agreement permits price adjustments upon at least 30 days’ prior written notice, subject to good faith discussions between the parties.

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公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-15Application Proof
凌科药业(浙江)股份有限公司Lynk Pharmaceuticals Co., Ltd.

与先声及Bleecker协议的里程碑补偿与终止条款

If we obtain the marketing authorization of LNK01001 for AS as scheduled, we will receive a reward of up to RMB7.5 million from Simcere. If we fail to obtain the marketing authorization of LNK01001 for AS as scheduled, we will pay Simcere compensation of up to RMB7.5 million.

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Prolonged delays in any indication may require renegotiation of commercial rights, including possible reallocation of sales and promotion rights to other indications.

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This collaboration shall continue unless one party breaches the terms of the agreement and fails to remedy the breach or obtain the other party’s understanding within 90 days.

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公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-12Prospectus

与君实生物/君泽创耀的长期授权合作协议

Before submitting the NDA, (i) Junze Chuangyao has the option to pay 50% of the actual expenses incurred in Phase I, Phase II and Phase III clinical trials, thereby maintaining 50% rights and interests in HJ197 in the Collaboration Area.

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Junze Chuangyao may also terminate the HJ197 Agreements if HJ197 is rejected for marketing approval or the sales of HJ197 are terminated.

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After a comprehensive assessment, we chose to out license HJ191 to maximize its value with a partner and to concentrate internal resources on HJ891.

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公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-08Application Proof
杭州高光制药股份有限公司Hangzhou Highlightll Pharmaceutical Co., Ltd.

与Biohaven及Tenovation的独家授权协议

On March 21, 2023, we entered into a development and license agreement with Biohaven Therapeutics Ltd., a wholly owned subsidiary of Biohaven Ltd. (NYSE: BHVN) (“Biohaven”), where we granted Biohaven exclusive rights to research, develop, manufacture and commercialize our brain penetrant dual TYK2/JAK1 inhibitor program, known as TLL-041 to us, for the treatment of diseases, disorders or conditions in humans in all territories worldwide excluding mainland China, Hong Kong, Macau and Taiwan.

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On July 3, 2023, we entered into a license and development agreement with Shanghai Tenovation Biopharmaceutical Co., Ltd. (上海建毅騰創生物醫藥科技有限公司) (“Tenovation”) where we granted Tenovation an exclusive, royalty-bearing license worldwide for Tenovation to research, develop, manufacture, and commercialize TLL-009 and any veterinary drug product comprising TLL-009 for the diagnosis, treatment and/or prevention of diseases in animals, excluding any applications for human use.

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公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-08Application Proof
苏州群策科技股份有限公司Qunce Technology Co., Ltd.

客户签订产能承诺协议预付订金

In addition, some of our key customers have entered into production capacity commitment agreements with us whereby they will pay us deposit in advance to reserve our production capacity to mitigate their potential material supply shortages.

Summary · 第 1 页

As demand for FCBGA Substrates exceeded available supply, certain downstream customers have entered into production capacity commitment agreements with us to secure our production capacity.

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Our assigned personnel would monitor the respective refundable capacity commitment deposits and promptly analyse the changes in its valuation, and report and take measures immediately upon identifying any risk factors.

Financial Information · 第 241 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-06-05Application Proof
深圳曦华科技股份有限公司Shenzhen CVA Innovation Co., Ltd.

框架协议附条件独家安排及采购承诺

Under the framework agreements, we shall provide the relevant products exclusively to the corresponding customers, provided that certain purchase volume thresholds are met.

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Customer A has exclusive distribution rights for the customized AI Scaler if it met certain purchase volume thresholds.

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The term of our framework agreements, particularly for wafers and services like packaging and testing, is typically around three to eight years.

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公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-29Application Proof

与Supplier A订有五年期自动续约的长期供货协议

We have entered into a Master Evaluation Agreement with Supplier A, which serves as the overarching contract, along with a Master Software Agreement and a Components Supply Agreement executed under it.

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The agreements have an initial term of five years and automatically renew on a year-to-year basis under the same terms, unless either party provides written notice of termination at least 60 days prior to the applicable anniversary of the initial effective date of the agreements.

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Since our cooperation, we have not experienced any interruption or restriction of renewing our agreements with Supplier A or use of Supplier A’s chips.

Business · 第 168 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-29Application Proof
浙江力积存储科技股份有限公司Zhejiang Zentel Memory Technology Co., Ltd.

与PSMC产能预留协议已到期未续

Pursuant to the Production Capacity Reservation Agreement, PSMC committed to supplying and we committed to purchasing certain number of wafers according to an agreed schedule.

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We believed maintaining operational agility through normal procurement arrangements better serves our business strategies than making rigid purchase commitments with PSMC.

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公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-28Prospectus
大金重工股份有限公司Dajin Heavy Industry Co., Ltd.01081.HK

与海外客户签订2030年前产能预留协议

In addition, we have secured a long-term capacity reservation agreement with an overseas offshore wind customer, scheduling to 2030 and covering 400,000 tonnes of dedicated production capacity.

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The first supply contract under this agreement has been signed, with subsequent projects to be executed progressively.

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For example, we have signed long-term strategic cooperation framework agreements with leading domestic steel mills, which are accepted by our customers, to secure favorable commercial terms and ensure a stable supply chain;

Financial Information · 第 217 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-27Application Proof
爱士惟科技股份有限公司AISWEI Technology Co., Ltd.

长期供应协议预付款计提减值亏损

Our prepayments, other receivables, and other assets decreased from RMB124.9 million as of December 31, 2023 to RMB88.5 million as of December 31, 2024, primarily due to an increase in impairment losses on prepayments made under a long-term supply agreement that we entered into to prevent potential temporary shortages in supply for certain parts in 2023.

Financial Information · 第 184 页

As of April 30, 2026, RMB92.0 million, or 65.9% of our prepayments, other receivables, and other assets as of December 31, 2025 had been settled.

Financial Information · 第 184 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看
2026-05-26Prospectus
北京首钢朗泽科技股份有限公司BEIJING SHOUGANG LANZATECH TECHNOLOGY CO., LTD.02553.HK

与冀源冶金的长期供气协议及供气受诉讼影响

On January 10, 2024, we entered into a long-term industrial off-gas sales and purchase agreement with Jiyuan Metallurgical to regulate the provision of industrial off-gas by Jiyuan Metallurgical to Shoulang Jiyuan, pursuant to which Jiyuan Metallurgical undertook to provide Shoulang Jiyuan with a continuous and stable supply of the industrial off-gas required for the operation of Shoulang Jiyuan.

Summary · 第 12 页

As advised by our PRC Legal Advisor, under the industrial off-gas procurement agreement, if Jiyuan Metallurgical suspended or insufficiently supplied industrial off-gas without proper reason and caused losses to Shoulang Jiyuan, Jiyuan Metallurgical may be liable for damages for breach of contract.

Business · 第 153 页
公司的解释、律师意见及原文页码定位:在 Matters 中查看

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